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Articles by Simon Burrows
ECCTA Moves Forward With Second Set Of Reforms | JD Supra
On 4 March 2024, the second set of reforms to UK company law brought about by the Economic Crime and Corporate Transparency Act 2023 ("ECCTA") came into force. These introduce a major expansion of the powers of the Registrar of Companies (the “Registrar”) and responsibilities as well as important additional requirements with respect to the filing and compliance requirements for UK incorporated companies and limited liability partnerships ("LLPs").
Court of Appeal Overturns Restructuring Plan Sanction and Looks at Cram Down | JD Supra
On 23 January 2024, Snowden LJ handed down the Court of Appeal's judgment in the Adler Restructuring Plan case - AGPS Bondco plc - overturning the sanctioning of the Plan by the High Court in April 2023.
FRC publishes revised UK Corporate Governance Code | JD Supra
On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code).
Draft UK Listing Rules Published for new Commercial Companies Equity Segment | JD Supra
On 20 December 2023, the FCA published finalised proposals for the merger of the existing premium and standard equity listing segments into a new single equity segment.
Draft UK Listing Rules Published for new Commercial Companies Equity Segment
On 20 December 2023, the FCA published finalised proposals for the merger of the existing premium and standard equity listing segments into a new single equity segment.
FRC Scales Back 2024 Corporate Governance Code Revision | JD Supra
On 7 November 2023 the FRC issued a press release in relation to its ongoing review and update of the UK Corporate Governance Code (the ”Code”), announcing a big scaling back of revisions it had proposed to the Code. That review was launched in May and we produced a briefing about here. Publication of an updated Code is now promised for January 2024. Why are updates to the Code being scaled back?
FRC Scales Back 2024 Corporate Governance Code Revision
On 7 November 2023 the FRC issued a press release in relation to its ongoing review and update of the UK Corporate Governance Code (the ”Code”), announcing a big scaling back of revisions it had proposed to the Code. That review was launched in May and we produced a briefing about here. Publication of an updated Code is now promised for January 2024. Why are updates to the Code being scaled back?
FCA issues warning about Market Abuse and Market Soundings | JD Supra
On 31 October 2023, the FCA published its Market Watch newsletter no. 75 ("MW75"), expressing concern about instances of possible market abuse it has come across when routinely reviewing trading, and communications and documentation that have been shared in connection with market soundings under MAR (i.e., the UK Market Abuse Regulation).
Economic Crime and Corporate Transparency Act 2023 receives Royal Assent
The Economic Crime and Corporate Transparency Act 2023 (the “Act”) received Royal Assent on 26 October 2023, having received its first reading in Parliament over a year ago and more recently having been the object of a series of “ping pong” amendments and counter amendments between the House of Lords and the Government in the House of Commons.
Court of Appeal Corrects A Mistake In The Drafting Of Articles Of Association | JD Supra
Last week the Court of Appeal dismissed the appeal by DnaNudge Ltd against the first instance decision inVentura Capital GP Ltd v DnaNudge Ltdwhich invalidated an attempt by the ordinary shareholders in the company to convert, under a provision in its articles, all its preferred shares, against the wishes of the holders of those shares, into ordinary shares. This would remove from those shares all the preference rights and protections with which they had been issued.
Court of Appeal corrects a mistake in the drafting of articles of association
Last week the Court of Appeal dismissed the appeal by DnaNudge Ltd against the first instance decision inVentura Capital GP Ltd v DnaNudge Ltd which invalidated an attempt by the ordinary shareholders in the company to convert, under a provision in its articles, all its preferred shares, against the wishes of the holders of those shares, into ordinary shares. This would remove from those shares all the preference rights and protections with which they had been issued.
Primary Market Bulletin 45 - IFRS Sustainability Disclosures, Third Country Auditors And Shell Companies | JD Supra
On 10 August 2023, the FCA issued another of its regular newsletters to primary market participants, Primary Market Bulletin 45 ("PMB 45"). This covers four topics: new IFRS sustainability and climate-related disclosures, the need for non-UK listed companies to have a FRC-registered third country auditor, forthcoming ending of transitional relief for shell companies and MFA for access the FCA's online systems.
New Statutory Corporate Reporting Requirements Published | JD Supra
On 19 July 2023, the Department for Business & Trade published draft regulations (the “Regulations”) which will introduce the new corporate reporting reforms that the Government promised with the conclusion of its Restoring Trust in Audit and Corporate Governance review. An explanatory memorandum on the regulations was also published and the Department has set out some detailed and helpful (but non-legal) guidance on the regulations on its website.
FRC Consults on the UK Corporate Governance Code
On 24 May 2023, the Financial Reporting Council ("FRC") launched a consultation on proposed revisions to the current (2018) edition UK's Corporate Governance Code (the "Consultation" and the "Code").
FRC Consults on the UK Corporate Governance Code, Michael Scargill | JD Supra
On 24 May 2023, the Financial Reporting Council ("FRC") launched a consultation on proposed revisions to the current (2018) edition UK's Corporate Governance Code (the "Consultation" and the "Code").
The Panel takes a look at Frustrating Action
On 15 May 2023, the UK Takeover Panel published a public consultation on proposed changes to the Takeover Code's Rule 21.1 (which prevents a target under offer (or where an offer is imminent) from taking action that may lead to the frustration of a bid for it) ("PCP 2023/1").
FCA moves ahead with a single equity listing category | JD Supra
On 3 May 2023, the FCA published its consultation CP23/10*** setting out revised "semi-final" proposals for its listing segments reform. These follow on from its discussion paper DP22/2 published a year ago, which itself followed the launch by the FCA of its primary markets effectiveness review (CP21/21***). The CP23/10 proposals are largely concerned with the listing of equity shares in commercial companies (the proposed "ESCC" listing segment).
FCA moves ahead with a single equity listing category
On 3 May 2023, the FCA published its consultation CP23/10*** setting out revised "semi-final" proposals for its listing segments reform. These follow on from its discussion paper DP22/2 published a year ago, which itself followed the launch by the FCA of its primary markets effectiveness review (CP21/21***). The CP23/10 proposals are largely concerned with the listing of equity shares in commercial companies (the proposed "ESCC" listing segment).
Are UK SPACs starting to unwind?
An announcement made on 23 April 2023 by Hambro Perks Acquisition Company Ltd ("Hambro Perks") underlines the serious difficulties currently faced by the UK SPAC market and the SPAC market globally. The company confirmed that it is giving up its search for a business combination and will be redeeming its shares and winding itself up.
Insider Dealing criminal offences to be aligned with relevant UK MAR definitions | JD Supra
On 20 April 2023, HM Treasury published a draft statutory instrument ("draft SI") that will amend Schedule 2 to the Criminal Justice Act 1993 (“CJA”) and revoke various statutory orders that have been made under the CJA, so that the type of securities and the markets on which they must be traded in order for any insider dealing in them to be criminalised under the CJA, will now be much more closely aligned with those applicable under UK MAR.
Insider Dealing criminal offences to be aligned with relevant UK MAR definitions
On 20 April 2023, HM Treasury published a draft statutory instrument ("draft SI") that will amend Schedule 2 to the Criminal Justice Act 1993 (“CJA”) and revoke various statutory orders that have been made under the CJA, so that the type of securities and the markets on which they must be traded in order for any insider dealing in them to be criminalised under the CJA, will now be much more closely aligned with those applicable under UK MAR.
The Panel finalises two further sets of Rule changes
On 4 April, 2023, the Takeover Panel published Response Statements in relation to two consultations on Code rule changes that it issued last year - RS 2023/3 on the offer timetable in a competitive situation and RS 2023/4 on six miscellaneous further amendments to the Code.
FCA Primary Market Bulletin 44
Last week, the FCA issued its Primary Market Bulletin 44 ("PMB44") giving some guidance for listed companies preparing for their first season's reporting under the Listing Rules' new board diversity and inclusion rules, a warning about regulatory news announcements which include multimedia content and dropping its proposed guidance about prospectus requirements for share issuances in connection with schemes of arrangement.
Construction of articles and class rights - a recent case | JD Supra
Earlier this month the High Court had to consider: how two particular provisions in articles of association operated together (or in conflict), and the statutory right (under s. 633, Companies Act 2006 ("s. 633")) of the holders of at least 15% of a class of shares who did not consent to a variation of their rights, to ask the court to disallow a variation of their rights which would unfairly prejudice them.
Construction of articles and class rights - a recent case
Earlier this month the High Court had to consider: how two particular provisions in articles of association operated together (or in conflict), and the statutory right (under s. 633, Companies Act 2006 ("s. 633")) of the holders of at least 15% of a class of shares who did not consent to a variation of their rights, to ask the court to disallow a variation of their rights which would unfairly prejudice them.
Christians, it's time to end the practice of shunning gay people.
For every gay kid who feels like they'd be better off dead than alive, there would be a straight married couple fearing being kicked out of the community because they had sex on the wrong day of the month. We wouldn't pretend that Jesus' teaching on straight men divorcing their wives and remarrying was somehow a condemnation of gay marriage, and then inexplicably let straight men off the hook for what he's actually saying.
New Targets to increase Ethnic Diversity on UK Boards, etc.
On 13 March 2023, the UK's (the “Review”) published an update report (the "2023 Update") detailing recent progress that has been made in addressing the disparity between levels of ethnic diversity in the UK population at large and ethnic diversity on UK FTSE 350 boards. It also announced an extension of the Review’s approach to increasing ethnic diversity on and below the boardroom level, to senior management in FTSE 350 companies and also to the UK’s 50 largest private companies and businesses.
Women Coming on Board in the UK | JD Supra
On 28 February, 2023 the FTSE Women Leaders Review (the "Review") published its second report (the "2022 Report") on progress in the UK towards meeting its December 2025 target of FTSE 350 companies having at least 40% female representation on their boards.
How "certain" must a director transaction be for shareholder approval to be required? | JD Supra
The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act 2006 ("CA") bar on companies entering into arrangements with directors for the acquisition - by or from the directors - of a "substantial non-cash asset" (as defined in s. 191).
Vol 78 (2022): Knygotyra
Keep me logged in
ESG Update: UK Government Releases Roadmap to Sustainable Investing | JD Supra
The “Greening Finance” Roadmap outlines plans for new sustainability-related disclosures and implements a “Green Taxonomy” to evaluate corporate environmental behaviour and counter greenwashing. “Greening Finance: A Roadmap to Sustainable Investing” (Roadmap) sets out the Government’s ambition to make the U.K. a world leader in attracting green investment.
UK Corporate Insolvency and Governance Act 2020 | JD Supra
On 26 June 2020, the Corporate Insolvency and Governance Act 2020 (the “Act”) introduced the biggest reforms in a generation of U.K. insolvency law. It also implemented several temporary changes to both insolvency and company law to deal with solvency and governance pressures resulting from the coronavirus pandemic (“COVID-19”).
COVID-19 Changes Announced to UK Insolvency Law and for AGMs | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
New UK Corporate Governance Code and Other Governance Developments | JD Supra
JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations. This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services").
UK Corporate Governance Reform - the Government’s Final Proposals
On 29 August 2017, the UK Government published its response to the green paper on corporate governance reform that it issued at the end of November 2016. It intends to implement its reform proposals — so that they apply to accounting periods starting after June 2018 — by a mixture of secondary legislation and changes to the UK Corporate Governance Code (the “Governance Code”) coupled with the preparation of new guidance and certain other initiatives in related areas.
The Extended UK PSC Regime
The UK’s beneficial ownership disclosure rules for persons with significant control (PSCs) over certain UK entities, introduced in April 2016, have been extended as part of the UK’s implementation of the EU’s Fourth Anti Money Laundering Directive (4MLD). These rules now apply to additional UK companies and entities and require beneficial ownership information to be updated and publicly filed within prescribed 14 day time periods.
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